Uber Freight Shipper Platform Terms and Conditions of Service

These Uber Freight Shipper Platform Terms and Conditions of Service, together with the Uber Freight Privacy Notice incorporated by reference below (collectively, this “Agreement”) are entered into by and between the company accepting this Agreement (“Customer”) and Uber Freight LLC, a Delaware limited liability company (“Uber Freight”). Capitalized terms used herein shall have the meaning ascribed to them in this Agreement.

This Agreement sets forth the terms under which a Customer may utilize (i) Uber Freight’s online (including website and/or mobile application based) shipper platform located at https://www.uber.com/freight/platform or such other location as it may be located in the future (the “Platform”) and (ii) the Uber Freight Service (including Uber Freight brokerage services requested or provided outside of the Platform). The “Uber Freight Service” is Uber Freight’s property brokerage services and other services, products and software offered by Uber Freight related to logistics or freight transportation. By accessing or using the Platform or the Uber Freight Service, Customer confirms its agreement to be bound by this Agreement. If Customer does not agree to the terms of this Agreement, Customer may not access or use the Platform or the Uber Freight Service. Customer’s use of the Platform and the Uber Freight Service is subject to this Agreement, as may be, amended, modified or updated by Uber Freight from time to time, effective upon posting of an updated version of this Agreement at the Platform (it being understood that this Agreement will be posted and publicly available here). Uber Freight will provide Customer notice of any such amendments, modifications or updates through the email Uber Freight has on file, through the Platform, or by updating the date at the top of these Uber Freight Shipper Platform Terms and Conditions of Service. Customer is responsible for updating contact information through the Platform and regularly reviewing the Platform and this Agreement for updates and information from Uber Freight. Continued use of the Platform or the Uber Freight Service after any such amendments, modifications or updates shall constitute Customer’s consent to such changes.

1. PROVISION OF SERVICES

1.1 Access to Services.

Uber Freight will establish a Customer corporate account that will enable Customer to access the Platform and the Uber Freight Service that may be offered there from time to time. Customer agrees to pay all applicable charges for the Uber Freight Service booked, tendered or otherwise purchased on the Platform, and Customer agrees that it is responsible for all charges incurred by Customer and any individual authorized by Customer to use the Platform (a “Customer User”).

1.2 License.

Subject to Customer’s compliance with the terms of this Agreement, Uber Freight grants Customer a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and use the Platform solely in connection with using the Uber Freight Service. Any rights not expressly granted herein are reserved by Uber Freight and its licensors.

1.3 Restrictions.

Customer agrees to, and to cause all Customer Users to, use the Uber Freight Service as set forth in this Agreement. Uber Freight reserves the right to suspend or terminate use of the Platform to Customer and/or any Customer Users for violations of this Agreement. Customer shall not, and shall not authorize others to: (a) remove any copyright, trademark or other proprietary notices from any portion of the Platform or the Uber Freight Service; (b) reproduce and/or otherwise use the Platform or any of the Platform content (“Content”) for the purpose of developing, training, testing, or improving artificial intelligence or machine learning algorithms or models, or any form of automated decision-making systems; (c) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit any portion of any of the Platform’s components (including software and code), Content or the Uber Freight Service except as expressly permitted by Uber Freight; (d) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Platform or any other Uber Freight technology, except to the extent allowed by applicable law; (e) link to, mirror or frame any portion of the Platform or the Uber Freight Service; (f) cause or launch any programs or scripts for the purpose of harvesting, scraping, indexing, surveying, downloading or otherwise data mining or extracting any portion of the Platform, Content, metadata or the Uber Freight Service or unduly burdening or hindering the operation and/or functionality of any aspect of the Platform or the Uber Freight Service; (g) attempt to gain unauthorized access to or impair any aspect of the Platform or the Uber Freight Service; (h) attempt to probe, scan, or text the vulnerability of the Platform or any related system or network or breach any privacy, security or authentication measures.

2. ACCOUNT ADMINISTRATION

2.1 Customer Account.

Customer shall be provided with access to its company account at the Platform. Uber Freight’s primary contact with Customer shall be by way of the responsible person at Customer who is identified by Customer to Uber Freight (“Administrator”). Uber Freight will inform the Administrator of Platform login credentials. The Platform will enable Customer to do one or more of the following (as may be available in the Platform from time to time): (a) build shipments and receive price quotes from Uber Freight for the Uber Freight Service, (b) tender a shipment to Uber Freight, another broker and/or a motor carrier and (c) view detailed shipment and shipment transportation information, which may include, without limitation, Customer User name together with request time and date, information about the cargo and shipment, the name and other identifying information of the motor carrier and motor carrier driver performing the transportation services, location information of the motor carrier and/or motor carrier driver performing the transportation services, information about the equipment being used by the motor carrier to provide the transportation services, shipment pick-up and delivery time and date, pick-up and delivery address and related facility information, pick-up and delivery facility contact persons and their contact information (which may include phone numbers and email addresses), Uber Freight personnel contact persons and their contact information (which may include phone numbers and email addresses), trip route, distance and duration, and the price charged by Uber Freight (collectively, “Platform Data”) and prepare and review activity reports including Platform Data. Customer agrees to use Platform Data solely for legitimate business purposes. Uber Freight reserves the right to add, remove and update features and functionality of the Platform at any time.

2.2 Administration.

Customer may appoint Customer Users at its discretion. Customer agrees to (a) maintain all Platform login credentials in confidence, (b) only permit the Administrator and Customer Users to access the Platform, and (c) update all information of the Administrator and Customer Users as necessary to ensure that it is current, accurate, and complete. Customer shall limit access to Platform Data to only those Customer personnel who have a legitimate business need to access such Platform Data. Customer shall be responsible for all activity that occurs under its Platform login credentials.

3. PRIVACY AND DATA SECURITY

3.1 Definition.

“Personal Data” means any information that can reasonably relate to an identified or identifiable natural person (which may include certain Platform Data (as defined in Section 2.1)), or that may otherwise be considered “personal data”, “personal information” or equivalent terms under applicable law. Personal Data is subject to Uber Freight’s Privacy Notice, as may be modified or updated by Uber Freight from time to time, effective upon posting of an updated version of the Privacy Notice at here and by using the Platform, Customer hereby consents and agrees to the Privacy Notice.

3.2 Restrictions.

Customer agrees that (a) any Personal Data obtained from Uber Freight shall be processed by Customer solely for legitimate business purposes and retained only so long as necessary, (b) access to Personal Data obtained from Uber Freight will be limited to Customer’s employees who have a legitimate business need to access such Personal Data, and (c) Customer will not disclose Personal Data obtained from Uber Freight to any third party, except as permitted under this Agreement. Platform Data (other than User Content (as defined below)) and any Personal Data obtained from Uber Freight will at all times remain the property of Uber Freight. Customer shall not rent or sell Personal Data obtained from Uber Freight for any purpose. Customer shall not use Personal Data obtained from Uber Freight in any way that (i) harms Uber Freight or (ii) violates applicable law.

3.3 Security.

Customer agrees to implement appropriate legal, technical and organizational measures to protect Personal Data obtained from Uber Freight against unauthorized or unlawful processing and against unauthorized loss, destruction, damage, alteration, or disclosure, as well as any breach or attempted breach of Customer security measures (“Information Security Incident”). Customer shall promptly notify Uber Freight in the event that Customer learns or has reason to believe that an Information Security Incident has occurred including at least: (1) the nature of the breach of security measures; (2) the types of potentially compromised Personal Data; (3) the duration and expected consequences of the Information Security Incident; and (4) any mitigation or remediation measures taken or planned in response to the Information Security Incident. Upon any such discovery, Customer will (a) take all reasonable steps to investigate, remediate, and mitigate the effects of the Information Security Incident, and (b) provide Uber Freight with assurances reasonably satisfactory to Uber Freight that such Information Security Incident will not recur. Additionally, if and to the extent any Information Security Incident occurs as a result of an act or omission of Customer, and if Uber Freight determines that notices (whether in Uber Freight’s or Customer’s name) or other remedial measures are warranted, Customer will, at Uber Freight’s request and at Customer’s cost and expense, undertake the aforementioned remedial actions.

3.4 Standard Contractual Clauses.

To the extent this Agreement involves Personal Data of residents of jurisdictions outside the United States, Customer agrees that the Standard Contractual Clauses, as required by Article 26(2) of Directive 95/46/EC shall apply.

4. FEES AND PAYMENTS

4.1 Fees.

In consideration of Uber Freight’s provision of the Uber Freight Service, Customer shall pay to Uber Freight all applicable charges (collectively, the “Fees”) without offset on the terms set forth below and in the Platform.

4.2 Payment Terms.

Customer agrees to the following with respect to the Uber Freight Service: Customer will pay to Uber Freight the amount of any shipment booked, tendered, or otherwise purchased by Customer on the Platform or any other amounts otherwise agreed between the parties and, in addition, will pay to Uber Freight the accessorial rates set forth below when any accessorial event occurs on Customer shipments; any initial price quote is based on the shipment information provided by Customer, and if such shipment information is changed the price may change as well, and by using the Uber Freight Service for such shipment the Customer agrees to any such updated price; Customer will accept Uber Freight invoices via email or other electronic means; Customer will be liable for any expenses Uber Freight incurs in collecting past due payments; and Customer will accept electronic versions of proofs of delivery and other shipping documents. Except when Customer has provided credit card information in the Platform, Customer will pay Uber Freight all Fees by ACH within thirty days of the invoice date and Customer will email remittance details for each shipment to Uber Freight with each payment. If Customer has provided credit card information in the Platform, then Customer (i) is electing to pay by credit card, (ii) consents to an authorization hold being placed on Customer’s credit card at least thirty six (36) hours in advance of a scheduled pickup to cover the Fees that may be incurred, and (iii) agrees that Fees quoted on the Shipper Platform will be charged to Customer’s credit card when the motor carrier picks up the shipment and any additional Fees (i.e., accessorial events) that occur after pickup will be charged when Uber Freight issues an invoice for such Fees. While the authorization hold is in place, the funds will not be available for Customer’s use. If Customer cancels the shipment prior to the pickup date, Uber Freight will release the hold. After Uber Freight has released the hold on Customer’s payment card, the release of funds will be subject to Customer’s bank’s procedures and may not be available for immediate use. For Customers paying by ACH, the quoted base rate on spot loads includes a 2.75% discount that applies to payments by ACH (this discount does not apply to ‘contracted rate’ (or ‘locked rate’) loads).

The accessorial rates are as follows for shipments arranged by Uber Freight from within the United States and its territories:

• Detention is charged at $50 USD per hour after two hours of waiting time (up to a maximum of $250) at any loading or unloading facilities (including FCFS facilities) and charges will be rounded up to the nearest 15 minute increment;
• Layover is charged at $250 USD per day;
• Truck order not used (TONU) is charged at $150 USD for dry van and flatbed shipments and $200 USD for reefer shipments, if the load is not cancelled at least 24 hours prior to pickup;
• Extra charges will apply to any unplanned route deviation, for charge amounts please email shipper-support@uber.com;
• Driver assist rates are as follows: $75 USD for moving pallets and $75 USD for loading or unloading services up to 20,000 lbs (does not include equipment for loading or unloading services); and
• Any other accessorial or similar charges (including late fees, trailer wash fees, TWIC escort fees, scale ticket costs, toll charges, pinwheeling costs, permit costs and lumper charges) that are incurred by the motor carrier or Uber Freight on the Customer’s shipment will be charged to and paid by Customer.

The accessorial rates are as follows for shipments arranged by Uber Freight from within Canada:

• Detention is charged at $67 CAD per hour after two hours of waiting time (up to a maximum of $335 CAD) and charges will be rounded up to the nearest 15 minute increment;
• Layover is charged at $335 CAD per day;
• Truck order not used (TONU) is charged at $200 CAD for dry van and flatbed shipments and $250 CAD for reefer shipments, if the load is not cancelled at least 24 hours prior to pickup;
• Extra charges will apply to any unplanned route deviation, for charge amounts please email shipper-support@uber.com;
• Driver assist rates are as follows: $67 CAD for moving pallets and $102 CAD for loading or unloading services up to 20,000 lbs (does not include equipment for loading or unloading services); and
• Any other accessorial or similar charges (including late fees, trailer wash fees, TWIC escort fees, scale ticket costs, toll charges, pinwheeling costs, permit costs and lumper charges) that are incurred by the motor carrier or Uber Freight on the Customer’s shipment will be charged to and paid by Customer.

4.3 Payment Dispute.

In order for Customer to dispute any invoice, Customer’ basis for the dispute must be reasonable and Customer must notify Uber Freight of the dispute in writing (including information regarding the amount of the invoice that is disputed and the basis for such dispute) within fifteen days of the invoice date by sending an email to AR-freight@uber.com. If Customer fails to notify Uber Freight of any invoice dispute within such fifteen-day period, Customer waives its right to dispute the invoice. Except when Customer has provided credit card information in the Platform, if Customer disputes a portion of an Uber Freight invoice within such fifteen-day period, Customer will pay (i) the undisputed portion of the invoice in accordance with the terms set forth in Section 4.2, and (ii) any disputed amount in accordance with the payment terms set forth in Section 4.2 within (x) thirty days of the original invoice date if Uber Freight determines not to issue a revised invoice and (y) within thirty days of the invoice date included in the new invoice if Uber Freight issues a revised invoice. If Customer has provided credit card information in the Platform and disputes a portion of an Uber Freight invoice within such fifteen-day period, Uber Freight will issue a credit applied to the Customer’s next invoice if Uber Freight issues a revised invoice as a result of Customer’s dispute.

4.4 Overpayment; Nonpayment.

If at any time Customer inadvertently pays Uber Freight an amount that is more than the amount due, Uber Freight shall not be obligated to immediately return any such overpayment, but the amount or amounts otherwise payable for any prior or subsequent period or periods shall be reduced by such overpayment without any interest component being imputed on such overpayment. Refund of inadvertent payments in excess of the amount due may be requested, and shall be processed within 60 days if there are no other past due unpaid invoices.

In addition to Uber Freight’s suspension and termination rights in Section 1.3, Uber Freight further reserves the right to pursue any and all remedies available to it under applicable law, including reporting Customer to applicable credit reporting agencies, in the event of any unpaid Fees hereunder. All late payments shall bear interest at 12% per annum or the maximum allowed by applicable law, if less than 12%.

5. TERM AND TERMINATION

5.1 Term.

This Agreement shall commence upon the earliest of Customer’s initial use of the Platform or acceptance of this Agreement and shall remain in effect until terminated as set forth herein (the “Term”).

5.2 Termination.

Either party may terminate this Agreement with or without cause upon five (5) days’ advance written notice to the other party; provided that notwithstanding any such notice from Customer, this Agreement will remain effective and binding on Customer for so long as Customer accesses or uses the Platform or Uber Freight Service. Following termination of this Agreement, the terms of this Agreement will remain binding on the parties with respect to Uber Freight Services and other matters that occurred prior to termination.

6. TRANSPORTATION AND OTHER PROVISIONS

Uber Freight LLC is a federally licensed freight broker as defined by 49 USC §13102(2) under authority granted by the Federal Motor Carrier Safety Administration of the U.S. Department of Transportation.

UBER FREIGHT IS NOT A MOTOR CARRIER. NO INTERPRETATION OF WRITTEN OR ORAL REMARKS IN ANY AGREEMENT OR DOCUMENT SHALL BE CONSTRUED TO IMPLY UBER FREIGHT IS A MOTOR CARRIER.

A “motor carrier”, as used in this Agreement, means any motor carrier or trucking company, including a motor carrier as defined by 49 USC §13102(14) with authority issued by the federal and/or applicable state governments or a motor carrier with authority issued by any other applicable governmental authority.

The motor carrier shall be solely responsible for (i) controlling the method, manner, and means of accomplishing the motor carrier’s services, (ii) the acts and omissions of each of its employees, agents, contractors, independent contractors, subcontractors and other service providers, (iii) complying with all laws and regulations applicable to the motor carrier,(iv) any cargo loss or damage in accordance with applicable United States federal law up to $100,000 per shipment and (v) completing the motor carrier transportation services in accordance with any pickup or delivery instructions. Uber Freight does not assume any liability or financial responsibility for property or cargo, including any loss, theft, damage or delayed delivery thereof.

In addition, Uber Freight may tender loads sent to it by Customer to another broker, including an affiliate of Uber Freight, to arrange for transportation by a third-party motor carrier, in which case Customer agrees that the other broker will be responsible for the selection of the transporting motor carrier. Inclusion of Uber Freight or the other broker’s name on the bill of lading shall be for the convenience of the parties only and will not affect Uber Freight’s or the other broker’s status as a property transportation broker.

Customer agrees that (i) the amount Uber Freight pays to any motor carrier or any other brokers for transportation services is proprietary business information of Uber Freight that will not be provided to Customer, and Customer expressly waives any rights it may have under 49 CFR 371.3 to require such information from Uber Freight; (ii) Uber Freight may disclose information about the nature, kind, quantity, destination, consignee, routing of property and similar information relating to Customer’s shipments to motor carriers or other brokers using the Uber Freight Service and (iii) coverage of loads tendered to Uber Freight is dependent on carrier availability.

Customer agrees that it will not tender to Uber Freight for brokerage or to any motor carrier engaged by Uber Freight in connection with this Agreement any cargo containing any (i) household goods; (ii) illegal goods; or (iii) garbage, refuse, or trash. Customer agrees not to use the Platform to tender any full truckload shipments containing any hazardous materials, chemicals, or dangerous goods (“Hazmat FTL Shipment(s)”). If Customer desires for Uber Freight to provide brokerage services for Hazmat FTL Shipments, Customer must contact Uber Freight to tender the Hazmat FTL Shipment and provide all applicable instructions to an Uber Freight representative. Customer agrees that in the event any shipment it tenders or causes to be tendered to Broker is classified as hazardous materials by the U.S. Department of Transportation or a similar designation from another governmental authority, such goods when tendered shall be properly packaged, labeled and transportable under applicable rules, regulations, and laws of federal, state and local jurisdictions through which they are to be transported. Customer agrees any Hazmat FTL Shipments will be directed to Broker’s affiliate, Uber Freight US LLC, to broker and secure capacity with motor carriers that have appropriate qualifications to handle the shipment, it being understood that Uber Freight US LLC will solely broker any Hazmat FTL Shipments under this Agreement. Customer will defend, indemnify and hold harmless Broker, Uber Freight US LLC and its affiliates, and the transporting motor carrier from any claims, penalties, fines, or other damages arising out of Customer’s failure to comply with the requirements described herein.

Motor carriers are required to maintain at least $100,000 in cargo liability insurance. Uber Freight is not liable for any cargo loss or damage, and the motor carrier’s liability for any cargo loss or damage is capped at $100,000 per shipment.

Customer agrees that Uber Freight may contact Customer and its personnel by telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by Customer or Customer personnel in connection with the Uber Freight Service. Customer understands that it is not required to provide this consent as a condition of purchasing any property, goods or services.

Customer acknowledges Uber Freight’s need to be able to freely use any feedback about the Uber Freight Service, the Platform, the Uber Freight app or any related services or technologies (e.g., improvements, fixes, errors, bugs, etc.) provided by Customer and to own any improvements to the Uber Freight Service, the Platform, the Uber Freight app or any related services or technologies made by using or incorporating such feedback (collectively “Feedback”). Accordingly, Customer hereby assigns to Uber Freight any rights Customer may have, including all intellectual property rights, in the Feedback and Uber Freight may exercise its ownership rights to such Feedback and intellectual property rights without compensation, attribution or accounting. Without additional consideration, Customer agrees to perform all acts reasonably necessary to perfect such rights in Uber Freight.

Uber Freight may, in Uber Freight’s sole discretion, permit Customer from time to time to submit, upload, publish or otherwise make available to Uber Freight through the Platform or other Uber Freight Services textual, audio, visual or other content and information, including load information, commentary and feedback, ratings and reviews (including of carriers and facilities), initiation of support requests, and submission of entries for competitions and promotions ("User Content"). Any User Content provided by Customer remains Customer’s property. However, by providing User Content to Uber Freight, Customer grants Uber Freight a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised, without further notice to or consent from Customer, and without the requirement of payment to Customer or any other person or entity.

Customer represents and warrants that: (i) Customer either is the sole and exclusive owner of all User Content or Customer has all rights, licenses, consents and releases necessary to grant Uber Freight the license to the User Content as set forth above; and (ii) neither the User Content, nor Customer’s submission, uploading, publishing or otherwise making available of such User Content, nor Uber Freight’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Customer agrees to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Uber Freight in its sole discretion, whether or not such material may be protected by law. Uber Freight may, but shall not be obligated to, review, monitor, or remove User Content, at Uber Freight’s sole discretion and at any time and for any reason, without notice to Customer.

In addition to the other terms in this Agreement, the terms below in the remainder of this Section 6 will also apply to any and all of Customer’s less-than-truckload (“LTL”) shipments.

Customer agrees that its LTL shipments will be managed by Blue-Grace Logistics LLC (“BG”) and Uber Freight and that Customer may access LTL services via online electronic platforms provided by Uber Freight and/or BG, and Customer will be responsible for all charges and services ordered in such platforms. To facilitate LTL services, Uber Freight, on behalf of Customer, will use Customer’s information to create an account on BG’s systems. Customer will pay Uber Freight for all LTL shipments as set forth in this Agreement.

BG guarantees the integrity of the rates, with exception to reclassification, shipment reweighs and accessorial charges. BG is a federally licensed freight broker as defined by 49 USC §13102(2) under authority granted by the FMCSA. BG is not acting as a motor carrier. Customer agrees that (i) neither BG nor Uber Freight shall have any liability for claims for cargo loss, damage, destruction or delay; and (ii) motor carriers may limit their liability with respect to claims for cargo loss, damage, destruction or delay. Neither BG nor Uber Freight will be responsible for any freight claims that are denied for any reason by the performing motor carrier. In the event Customer has a claim for cargo loss or damage for an LTL shipment, Customer may file the claim through Uber Freight and Uber Freight will facilitate the claim with the motor carrier. BG’s complete terms and conditions are located at www.mybluegrace.com/bluegracetnc (hyperlinked) and Customer acknowledges that they have read and agree to such.

Any insurance coverage for LTL shipments that may be purchased through the Platform by Customer is provided by Redkik, Inc (and not by Uber Freight). UBER FREIGHT IS NOT AN INSURANCE PRODUCER. NO INTERPRETATION OF WRITTEN OR ORAL REMARKS IN ANY AGREEMENT OR DOCUMENT SHALL BE CONSTRUED TO IMPLY UBER FREIGHT IS AN INSURANCE PRODUCER.

Freight class estimates are Uber Freight’s recommended freight class based on the shipment’s density only. The shipment’s freight class may differ from Uber Freight’s recommendation based on the handling, stability, and liability characteristics of Customer’s shipment. Freight class estimates are provided as a convenience only. Use of any recommended freight class estimates is at Customer’s own risk.

7. WARRANTY AND DISCLAIMER OF LIABILITY

7.1 Mutual Warranties.

Each party represents and warrants that: (a) such party has the full right, power and authority to enter into this Agreement; and (b) such party’s acceptance of this Agreement, as well as such party’s performance of the obligations set forth in this Agreement, does not and will not violate any other agreement to which such party is a party.

7.2 Customer Warranties.

Customer represents and warrants that: (a) Customer has all rights and permissions necessary to provide Uber Freight with any information provided to Uber Freight hereunder in connection with the Uber Freight Service; (b) Customer is in compliance, and shall remain in compliance during the term of this Agreement, with all applicable local, city, municipal, provincial, state, federal, national, and international laws, rules and regulations; and (c) Customer has all necessary consents and authorizations from its customers (or other parties as applicable) to tender shipments tendered under this Agreement. Customer agrees to defend and indemnify Uber Freight and its affiliates against any claim relating to a breach or alleged breach of this Section 7.2 and against any claim asserted against Uber Freight or its affiliates by a customer of Customer that relates to any shipment tendered by Customer hereunder; provided that if Uber Freight reasonably determines that Customer is not diligently defending any such claim, Uber Freight may defend the claim with outside counsel of its choosing at the expense of Customer.

7.3 Disclaimer of Warranties.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, UBER FREIGHT PROVIDES THE UBER FREIGHT SERVICE “AS IS” AND WITHOUT WARRANTY. UBER FREIGHT DOES NOT WARRANT THAT THE FUNCTIONS AND INFORMATION CONTAINED IN THE PLATFORM OR UBER FREIGHT SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE PLATFORM OR UBER FREIGHT SERVICE OR INFORMATION PROVIDED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE. UBER FREIGHT HEREBY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (A) ANY IMPLIED OR STATUTORY WARRANTIES COVERING THE UBER FREIGHT SERVICE AND (B) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

8. LIMITATIONS

8.1 LIMITATIONS OF LIABILITY

IN NO EVENT SHALL UBER FREIGHT OR CUSTOMER BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF BUSINESS OR PROFITS, SUFFERED BY THE OTHER PARTY OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF UBER FREIGHT OR CUSTOMER (OR THEIR AGENTS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES IN AN AMOUNT EXCEEDING TWENTY THOUSAND DOLLARS. THE LIMITATIONS SET FORTH IN THIS SECTION 8.1 WILL NOT APPLY TO FEES OWED BY CUSTOMER TO UBER FREIGHT, SECTIONS 4.2, 7.2 AND 10.9, OR TO FRAUD OR WILLFUL CRIMINAL ACTS.

8.2 CUSTOMER TIME LIMITATION TO BRING ACTION

REGARDLESS OF ANY OTHER STATUTE OF LIMITATIONS PROVIDED UNDER APPLICABLE LAW, NO CLAIM, LITIGATION OR ACTION OF ANY KIND, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THIS AGREEMENT AND/OR THE UBER FREIGHT SERVICE MAY BE BROUGHT BY CUSTOMER AGAINST UBER FREIGHT MORE THAN TWO YEARS AFTER THE OCCURRENCE OF THE CIRCUMSTANCES UNDERLYING SUCH CLAIM, LITIGATION OR ACTION.

9. PROPRIETARY RIGHTS.

9.1 Publicity.

Customer consents to Uber Freight identifying Customer as a customer of Uber Freight in any publicity, press activities, marketing or other public relations and grants Uber Freight and its affiliates permission to use the name and logo of Customer in connection therewith.

9.2 Ownership.

Uber Freight and its affiliates are and shall remain the owners of all right, title and interest in and to the Uber Freight Service, the Platform and its other products and technologies including any updates, enhancements and new versions thereof, and all related documentation and materials provided or available to Customer or Customer Users in connection with this Agreement.

10. GENERAL CONDITIONS

10.1 Governing Law.

Except to the extent governed by applicable United States federal law, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its choice or conflict of laws provisions.

10.2 Entire Agreement.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof; provided that if Customer and Uber Freight are parties to one or more written and fully executed shipper-broker agreements or other services agreements (each, a “Separate Agreement”), then, except for the terms relating to LTL shipments in Section 6 which will apply to all LTL shipments, to the extent this Agreement conflicts with or lacks provisions of the Separate Agreement, such provisions of the Separate Agreement will apply in addition to the non-conflicting provisions of this Agreement.

10.3 Force Majeure.

Nonperformance of either party under this Agreement shall be excused to the extent and during the period that performance is rendered impossible by strike, fire, flood, earthquakes, weather conditions, war, acts of terrorism, governmental acts or orders or restrictions, local or national disruptions to transportation networks or operations, fuel shortages or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party. This Section 10.3 does not apply to Customer’s obligation to pay Fees under this Agreement.

10.4 Severability.

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

10.5 Assignment.

This Agreement is not transferable and may not be assigned by Customer, in whole or in part, without the prior written consent of Uber Freight. Subject to the foregoing, this Agreement shall be binding upon all successors and assigns of a party.

10.6 Attorney’s Fees.

In any litigation between the parties, the non-prevailing party shall pay the prevailing party the prevailing party’s reasonable attorney fees and all other costs of proceedings incurred in enforcing this Agreement.

10.7 Headings.

Section headings are for convenience only and shall not be considered in the interpretation of this Agreement.

10.8 Independent Enterprises.

Uber Freight and Customer are and shall remain independent business enterprises. Neither party is the representative or agent of the other and neither party shall have any power to assume any obligations on behalf of the other. Customer hereby represents that the individual accepting this Agreement is authorized by Customer to bind, and does hereby bind, Customer to the terms hereof. This Agreement does not create a joint venture, joint enterprise or partnership between the parties.

10.9 Confidentiality.

Customer agrees to hold in confidence any confidential and proprietary information of Uber Freight that it becomes aware of in connection with the Uber Freight Service.

10.10 Choice of Language.

It is the express wish of the parties that these terms and conditions be drawn up in English. Il est de la volonté expresse des parties que ces modalités et conditions soient rédigées et signées en anglais. These terms may be translated into other languages. In the event of a difference in interpretation between the English version of these terms and another version, the English version shall prevail.